Since the introduction of ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations (“ASX Guidelines” or the “Recommendations”), United Overseas Australia Ltd (“Company”)
has made it a priority to adopt systems of control and accountability as the basis for the administration of Corporate Governance. Some of these policies and procedures are summarized in this report.
Commensurate with the spirit of the ASX Guidelines, the Company has followed each Recommendation to be an appropriate benchmark for corporate governance practices, taking into account factors such as the size of the Company,
the Board, resources available and activities of the Company. Where, after due consideration, the Company’s corporate governance practices depart from the Recommendations, the Board has offered full disclosure of the nature of,
and reason for, the adoption of its own practice.
The Company has adopted systems of control and accountability as the basis for the administration of corporate governance. The Board of the Company is committed to administering the policies and procedures with openness and integrity,
pursuing the true spirit of corporate governance commensurate with the Company’s needs.
Taking into account the size of the Company’s endeavors to comply with the Corporate Governance Principles and the corresponding Best Practice Recommendations as published by the
ASX Corporate Governance Council (“Corporate Governance Principles and Recommendations”) and has adopted the revised Principles and Recommendations. Significant policies and details
of any significant deviations from the principles are specified below.
Role of the Board of Directors
The Board has a responsibility for protecting the rights and interests of Shareholders and is responsible for the overall direction, monitoring and governance of the Company.
Responsibility for managing the business on a day-to-day basis has been delegated to the Chief Executive Officer and the management team.
The Board is responsible for the overall corporate governance of the Company and its subsidiaries. Responsibilities and Functions of the Board are set out under the Board Charger and include:
- Setting the strategic direction of the Company, establishing goals to ensure that these strategic objectives are met and monitoring the performance of management against these goals and objectives;
- Ensuring that there are adequate resources available to meet the Company’s objectives;
- Appointing the Chief Executive Officer and evaluating the performance and determining the remuneration of senior executives, and ensuring that appropriate policies and procedures are in place for recruitment, training, remuneration and succession planning;
- Evaluating the performance of the Board and its Directors on an annual basis;
- Determining remuneration levels of Directors;
- Approving and monitoring financial reporting and capital management;
- Approving and monitoring the progress of business objectives;
- Ensuring that any necessary statutory licenses are held and compliance measures are maintained to ensure compliance with the law and
- Ensuring that adequate risk management procedures exist and are being used;
- Ensuring that the Company has appropriate corporate governance structures in place, including standards of ethical behavior and a culture of corporate and social responsibility;
- Ensuring that the Board is and remains appropriately skilled to meet the changing needs of the Company; and
- Ensuring procedures are in place for ensuring the Company’s compliance with the law, and financial and audit responsibilities, including the appointment of an external auditor and reviewing the Board’s financial statements, accounting policies and management processes.
An agenda for the meetings has been determined to ensure certain standing information is addressed and other items which are relevant to reporting deadlines and regular review are scheduled when appropriate. The agenda is regularly reviewed by the Chairman, Chief Executive Officer and the Company Secretary.
The relevant provisions in the Constitution and the Corporations Act determine the terms and conditions relating to the appointment and termination of Directors. All Directors are subject to re-election by rotation every three years.
The Board does not have a separate Nomination Committee comprising of a majority of independent Directors and as such does not comply with Recommendation 2.4 of the Corporate Governance Council. The Board believes that given the size of the Company and the stage of its development a separate nomination committee is not
warranted at this time. Any changes to the Directorships will, for the foreseeable future, be considered by the full Board subject to any applicable laws. Identification of potential Board candidates includes consideration of skills, personal attributes and capability to devote the necessary time and commitment to the role.
The Constitution requires a minimum number of three Directors. The maximum number of Directors is fixed by the Board but may not be more than 9 unless the members of the Company, in general meeting, resolve otherwise. The skills, experience and expertise of the directors is set out in the Directors’ section in the Annual Report.
Directors are expected to bring independent views and judgement to the Board’s deliberations, and it has been determined that all of the Company’s Directors satisfy the criteria for independence as outlined in recommendation 2.1 of the ASX Corporate Governance Principles.
The Board considers that given the size and scope of the Company’s operations at present, it has the relevant experience in the development construction and property industry it is appropriately structured to discharge its duties in a manner that is in its best interests of the Company and its shareholders from both a long term strategic and operational perspective.
Evaluation of Board Performance
The Company does not have a formal process for the evaluation of the performance of the Board and as such does not comply with recommendation 2.5 of the Corporate Governance Council. The Board is of the opinion that the competitive environment in which the Company operates will effectively provide a measure of the performance of the Directors, in addition the Chairman assesses the performance of the Board, individual directors and key directors on an informal basis.
All Directors are encouraged to attend professional education courses relevant to their roles.
Independent Professional Advice and Access to Information
Each director has the right to access all relevant information in respect of the Company and to make appropriate enquiries of senior management. Each director has the right to seek independent professional advice at the Company’s expense, subject to the prior approval of the Chairman, which shall not be unreasonably withheld.
Code of Conduct
The Board has adopted a Code of Conduct that applies to all employees, executives and Directors of the Company, and as such complies with Recommendation 3.1 of the Corporate Governance Council. This Code addresses expectations for conduct in accordance with legal requirements and agreed ethical standards.
Security Trading Policy
The Board has committed to ensuring that the Company, its Directors and executives comply with their legal obligations as well as conducting their business in a transparent and ethical manner. The Board has adopted a policy and procedure on dealing the Company’s securities by Directors, officers and employees which prohibits in dealing in the Company’s securities when those persons possess inside information, and as such complies with Recommendation 3.2 of the Corporate Governance Council.
The Board relies on senior executives to monitor the internal controls within the Company. Financial performance is monitored on a regular basis by the Chief Executive Officer who reports to the Board at the scheduled Board meetings.
The Audit Committee reviews the performance of the external auditors on an annual basis and meets with them during the year to review findings and assist with Board recommendations.
The Board places high priority on communication with Shareholders and is aware of the obligations it has, under the Corporations Act and ASX Listing Rules, to keep the market fully informed of the information which is not generally available and which may have a material effect on the price or value on the Company’s securities.
The Company has adopted policies which establish procedures to ensure the directors and management are aware of and fulfill their obligations in relation to the timely disclosure of material price sensitive information.
Continuous disclosure is discussed at all regular Board meetings and on an ongoing basis the Board ensures that all activities are reviewed with a view to necessity for disclosure for security holders.
In accordance with ASX Listing Rules the Company Secretary has been appointed as the Company’s disclosure officer.
The Board fully supports security holder participation at general meetings as well as ensuring that communications with security holders are effective and clear. This has been incorporated into a formal shareholder communication strategy, in accordance with Recommendation 6.1 of the Corporate Governance Council.
In addition to electronic communication via the ASX website, the Company publishes all significant announcements together with all half yearly reports.
Shareholders are able to pose questions on the audit process and financial statements directly to the Company’s independent auditor who attends the Company Annual General Meeting for that purpose.
Risk Management Policy
The Board has adopted a risk management policy that sets out a framework for a system of risk management and internal compliance and control whereby the Board delegates day-to-day management of risk to the Chief Executive Officer therefore complying with Recommendation 7.1 of the Corporate Governance Council. The Board is responsible for supervising the management’s framework of control and accountability systems to enable risk to be assessed and managed.
The Company is committed to ensuring that sound environmental management and safety practices are maintained for its exploration activities.
The Company’s risk management strategy is evolving and will be an ongoing process and it is recognized that the level and extent of the strategy will develop with the growth and change in the Company’s activities.
As the Board has responsibility for the monitoring of risk management it has not required a formal report regarding the material risks and whether those risks are managed effectively therefore not complying with Recommendation 7.2 of the Corporate Governance Council. The Board believes that the Company is currently effectively communicating its significant and material risks to the Board and its affairs are not of sufficient complexity to justify the implementation of a more formal system for identifying, assessing, monitoring and managing the risk in the Company.
The Board has not created a separate Remuneration Committee and as such does not comply with recommendation 8.1 of the Corporate Governance Council. The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify a separate Remuneration Committee. Executive remuneration is determined by the Audit Committee of the Company in conjunction with the Executive Chairman.
The Chief Executive Officer and senior executives receive salary packages which may include performance based components designed to reward and motivate. Non-executive directors receive fees agreed on an annual basis by the Board.
The full Board determines all compensation arrangements for directors. It is also responsible for setting performance criteria, performance monitors, share option schemes, incentive performance schemes, superannuation entitlements, retirement and termination entitlements and professional indemnity and liability insurance cover.
The Board ensures that all matters of remuneration will continue to be in accordance with the Corporations Act requirements.